Business Context and Reporting Period
Social Commerce Partners Corp is a Cayman Islands exempted corporation incorporated on August 11, 2025, operating as a blank check company (SPAC) formed to effect a business combination. This Form 10-Q covers the period from inception through September 30, 2025. As of the balance sheet date, the Company had not commenced operations, and all activity related to formation and preparation for its Initial Public Offering (IPO).
Key Financial Metrics
| Metric | Value |
|---|---|
| Revenue | $0 (No operations commenced) |
| Net Loss | $(52,729) |
| Total Assets | $83,550 (Deferred offering costs) |
| Total Liabilities | $111,279 |
| Shareholder's Deficit | $(27,729) |
| Cash and Cash Equivalents | $0 |
| Working Capital Deficit | $(111,279) |
| Debt | $52,729 (Promissory note – related party) |
Material Changes and Subsequent Events
The financial statements reflect the pre-IPO period. Significant events occurred subsequent to the reporting period (September 30, 2025) but prior to the filing date (February 3, 2026):
- Initial Public Offering (IPO): On December 24, 2025, the Company consummated an IPO of 10,000,000 Public Units at $10.00 per unit, generating gross proceeds of $100,000,000.
- Private Placement: Simultaneously, the Company sold 350,000 Private Units to the Sponsor and underwriters for $3,500,000.
- Trust Account: $100,000,000 was deposited into a Trust Account.
- Over-Allotment Forfeiture: Underwriters forfeited their option to purchase additional units. Consequently, the Sponsor forfeited 500,000 Founder Shares, reducing their holding to 3,333,333 shares.
- Transaction Costs: Total transaction costs were $5,984,169, including a $2,000,000 cash underwriting fee and a $3,500,000 deferred fee.
- Stock-Based Compensation: A subsequent event disclosed the grant of 160,000 Founder Shares to directors and consultants, resulting in a $515,040 stock-based compensation expense recognized in the period.
Outlook, Risks, and Management Commentary
Outlook and Liquidity: The Company has no operating revenue and relies on interest income from the Trust Account post-IPO. Management believes funds raised in the IPO are sufficient to finance working capital needs for one year. The Company has 24 months from the IPO closing to complete a business combination or liquidate.
Risks and Contingencies:
- Geopolitical Instability: Risks associated with the Russia-Ukraine and Israel-Hamas conflicts, including market volatility and supply chain disruptions.
- Tariffs and Trade Policy: Potential adverse impacts from U.S. tariff policies and trade tensions.
- Going Concern: Prior to the IPO, the Company had a working capital deficit and no cash. Liquidity was dependent on the successful consummation of the IPO.
- Business Combination Failure: There is no assurance the Company will successfully identify or complete a business combination.
Investor Verification Checklist
- IPO Proceeds: Verify the $100,000,000 deposit into the Trust Account and the $3,500,000 private placement proceeds.
- Share Count: Confirm the final Class B Founder Share count is 3,333,333 following the forfeiture of the over-allotment shares.
- Deferred Fees: Note the $3,500,000 deferred underwriting fee payable only upon a successful business combination.
- Stock-Based Compensation: Review the $515,040 expense related to the grant of Founder Shares to directors and consultants.
- Related Party Debt: Confirm the repayment status of the $52,729 promissory note from the Sponsor (partially settled post-period).